The objective of this research program is to develop and test by means of computer simulations, a distributed model of human memory, CHARM (Composite Holographic Associative Recall Model). This model, which has had considerable success in accounting for the facts of cued and free recall, will be extended to human recognition memory. The empirical data base for recognition is well elaborated, but our understanding of the underlying processes and mechanisms is inadequate. The formulation and testing of a viable, neurologically plausible memory model may contribute to the diagnosis and treatment of memory disorders. The CHARM model will be focussed on the following targeted paradigms, which provide the backbone of empirical studies of human paradigms, which provide the backbone of empirical studies of human recognition and recall: (1) recognition failure of recallable words, (2) receiver operating characteristic (ROC) curves, (3) speed-accuracy tradeoffs, (4) continuous recognition, (5) effects of strong items on recall and recognition of weak items, (6) variations of lure characteristics, (7) reaction time (i.e., Sternberg) functions, (8) word frequency effects, and (9) feeling-of- knowing judgments about the recognizability of unrecallable facts. The model will also address a dispute on blending of episodic real-world memories as a function of misleading information. This paradigm has both theoretical and applied implications. Finally, three theoretical aspects of the model will be explored: (1) a feedback procedure for determining input weighing essential for memory consolidation, (2) feature sampling occurring under different attentional strategies, and, (3) the effects of simulated lesions to specific components of the model. These theoretical extensions may have implications for our understanding of memory pathologies. The model that will be explored and elaborated here has the potential to reconcile diverse theoretical advances in our understanding of human memory, and to integrate and explain a large body of seemingly disparate data within a well-specified, mechanistic, neurologically plausible, distributed theory of human memory.